My Worst Nightmare Turned Into A Dream
by Flying-On-Twilight-Wings
Summary: Max, Fang and the Flock are having a god time in Florida when the WORST happens. A familiar face returns and Max has a breakdown. What's going on? FAXNESS! MR3 spoilers!
1. Chapter 1

**AN: This is a story i came up with at about 11 at night. I played the whole thing out in my head as a was fallig asleep. :D i hope you enjoy.**

**Disclaimer: I do not own Maximum Ride, Fang or any of the Flock. I DO own a copy of each book, and a slightly crazy obsession.**

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MAX POV

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Today was a perfect day. The Flock and I were in Florida, enjoying the sun, water, and unusual peace. We were walking down the street in front of the hotel we were staying at. There were shops everywhere. Which wasn't necessarily a good thing considering the fact that all the kids insisted on buying something from EVERY SINGLE SHOP THEY SAW. But I didn't mind too much today. I was too happy.

I looked over at Fang who was attempting to convince Angel that she cant buy every stuffed animal in the toy store she had walked into. He and I both knew he wouldn't have any luck changing her mind. He must have noticed me staring because he quick turned to look back at me. He gave me one of his rare earth-stopping smiles and went back to Angel.

"Hey! Let's go over here!" Nudge yelled. She was heading for a long row of shops that had insanely colorful signs. The Flock continued after her and I looked back to see Fang almost dragging Angel out of the store. She has two little stuffed dogs in her hands. I laughed. She could get anything she wanted from Fang.

He walked up next to me as the kids ran into the different stores, pointing out every single thing they thought they might like.

"I had no idea kids could want so much stuff." He said in his usual quiet tone.

"And we're lucky I'm here, because if they just batted their eyelashes at you, they'd own the entire state." I said with a chuckle. He elbowed me in the ribs lightly and smiled again. He was doing that a lot more lately.

His eyes were suddenly away from me, surveying the area, like he did every twenty minutes. Then, unexpectedly, he cursed under his breath.

He grabbed my arm and pulled me into the nearest shop. "What the heck, Fang?!" I said as he nearly tore my arm off.

"We should go. Lets get back to the hotel." He said quickly, his eyes looking out the front window of the building we were in. He looked slightly nervous. Or maybe I was seeing things.

"Why?" I asked, my voice was slightly sad. I was enjoying being out in the sun. What would make him want to leave so quickly?

"If we stay here she might….." he trailed off. SHE??

At that moment, Iggy and the kids popped in the shop we were in. "Come on you guys!!" Gazzy said cheerfully as they ran out into the streets again.

There was no way I leaving the Flock out there alone, so I got a tight grip on Fang and pulled him out with me.

Angel appeared next to me. _Are you okay Max? _I heard her voice in my head. I nodded at her, hoping she would get out of my head quick enough to see the suspicions I had about the 'she' Fang was talking about.

"Nick!!" I stopped moving. I knew that voice. I tried very badly to convince myself that I was hearing things. Please, please let me be hallucinating. The only person who would call Fang 'Nick' would be…

I looked over to Fang. I saw a flash of orange-red next to him. My stomach boiled. It was _her. _

"Oh, um, hey Lissa." I heard Fang mutter. He was staring at her. His eyes locked on hers. My hands clenched into fists at my side and I dug my nails into the flesh of my hand to keep myself from running over there and tearing her head off.

**That would be chappie one. I'll have the rest posted ASAP. :D**


	2. Chapter 2

**AN: Sorry the chappies are so short. lol They look alot longer on my Microsoft Word thing that i write them on. Stay tuned and REVIEW!!**

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My insides were doing flips and my brain had shorted out the second I saw her. The way Fang was looking at her made me sick. It was like she was his long lost sister or something. So _this _was what he was talking about. My hands were turning white from lack of circulation.

"Max?" Angel asked in a small voice. She was looking up at me with a worried and almost scared look on her face. I just clenched my teeth and didn't answer.

_Max? Its okay. Please calm down. Your thoughts are scaring me. _I heard her voice just as worried as it was only a few moments before. She stared into my eyes and listened to my thoughts for about five seconds. _So THAT'S why you hate her. She's the one from Virginia? The one that kiss-… _She cut off. Probably from the awful look that come on my face the second she started the word 'kissed'.

The image flowed back into my memory. Her hands on his chest. Her lips against his. His arms around her. My breathing got shallow and I remembered crying that day. I looked back over at Fang and _her_. Her hand was on his shoulder and she was laughing. He smiled. It was one of _my _smiles. The kind that made my heart stop. Now he was giving it to _her_. My eyes tried hard to force back the wetness that suddenly threatened to fall.

_Oh Max. Please don't cry._ The voice rang out in my head. It seemed to push the tears farther forward. I needed to be strong. Why was this even bothering me anyway? Is it because I think _I_ should be the one making fang smile? Or that I thought _I _should be the one with him? Or that I actually like- Never mind.

My eyes forced themselves back at Fang. He was still smiling. Instead of brightening my day, it just tore me apart. I saw Lissa stand up on her toes to kiss him on the cheek. I could hear my heart shattering in my chest. She had her hand on his chest again. He suddenly looked over her shoulder at me. He must have noticed my staring.

I could imagine what I looked at right then. My eyes full of hate and tears. My hands clenched, my body stiff and rigid. I looked like an emotional mess. His eyes connected with mine for only a moment, then he went back to staring at the Red-Haired Wonder. That felt like a knife to the back.

I turned away from them, although it was hard. It was like a train wreck, so horrible, but you couldn't tear your eyes away.

I looked around for the rest of the Flock. They were standing a few feet behind me. They all had very different expressions on their faces. Iggy looked slightly confused, probably not enjoying the fact that he couldn't see what was going on. Nudge looked nervous. Her eyes kept shifting from me to Fang, then back to me. Gazzy looked at Lissa with disgust. This sent I slight bit of happiness through me. And Angel, who was still by my side, took my clenched hand, and walked me back to the group.

Iggy ran over to Fang, telling him we were leaving. "Okay, see you later Jeff!" I heard her call back to him. Burning in acid would feel better than this.

When we got back to the hotel, I ran into my room and slammed the door so loud a knew someone would be coming by soon to tell me to be quiet. I sat on the bed and grabbed one of the pillows in my hands. I squeezed it and pulled on it until it finally ripped. This sucked. The tears started flowing. I cried into the obliterated pillow.

I heard a knock on my door. "Max?" It was Nudge. She opened the door and walked in. "It's gonna be fine Max. Please stop crying. Everything is fine." She put her arms around me. I felt pathetic. I was crying over God knows what. And I was being comforted by Nudge. I was weak. I hated being weak. I was Max. The leader. Maximum Ride. I couldn't be weak. But the tears wouldn't stop.

"Guys? I think we should leave. Let's check out" iggy said through the door. Someone must have filled him in.


	3. Chapter 3

**AN: This chapter is longer than the first two. And there is a lot of dialogue. Sorry if it's a bit OOC. Please REVIEW!!**

I was would have been thrilled with the idea of leaving. But I was unable to feel anything anymore. I was numb. Which was better than what I was feeling before.

I grabbed my things and followed Nudge out the door. "We're meeting Fang in the woods outside of the city. He went to a movie." I heard Iggy tell Nudge when she asked where Fang was. Nudges eyes flew to me he moment the word 'movie' left his mouth.

A movie. With _her_. He's probably sitting in the dark now. Holding her hand. Kissing her… My thoughts trailed off. A half dozen memories flashed inside my head. The beach. The cave. On the dock. Brigid. His smile. Him kissing Lissa. It all burned.

I knew what was going on. I finally accepted it. Jealously. I was jealous. I wanted it to be me. I wanted to be the one to make him smile. I wanted to laugh with him. I wanted to be the one to hold his hand. I want him to kiss me… I couldn't believe I was even thinking these things. It took so long for me to see this. I guess all I needed was some competition to realize that I… loved him. And now… He's with her. Why does this happen?

I could hear a shaky breath behind me. I turned to see Angel staring at me. She was reading my mind. She heard everything I was just thinking of. She saw it all. She heard me say I loved… "Oh Max." Her cracked voice cut into my thoughts. She ran up to me and hugged me. I held her tightly to me. It felt good holding someone, comforting someone else. Not being the one crying.

We were standing in the middle of the hallway. If anyone saw us, they would have thought we looked insane. I didn't care anymore. I just wanted to get out of here.

We flew to the woods, just like Iggy said. I sat on the ground below a thickly leaved tree. There was no sunlight beating down. I was completely in the shade. And I mean that in more ways than one. I heard a rustling sound from behind me and saw Fang walk into the woods. My eyes narrowed. All the anger and fury and hostility came back in a wave the second I saw his face.

He was smiling. Smiling because of Lissa. He was chatting with Iggy, filling him in on his date. My hands dug into the dirt below me. I tried to steady my breathing, but nothing worked. He was just so… _happy_. I wanted him to be happy. But I wanted to be the one to make him happy. AGH! I'm such a sap! What's going on with me??

As if hearing me scream at myself, Fang looked in my direction. He saw everything. He saw that I was broken. He saw that I had been crying. He saw my anger. He saw it all. His eyes softened as he looked at me. I didn't want him looking at me like that. It was _pity_. No one looks at me with pity. No one. I glared at him. I could feel the fire in my eyes. He looked taken aback. He must have felt the flames too. Good.

To my surprise he returned the glare. His was just as furious as mine. Since I had obviously lost my sense of hiding my feelings, I probably looked shocked. His glare was hard, dark, and scary. I looked away quickly. Everything was hurting. What was wrong with me? Why was this this happening? I hated it! I wanted this over! Someone save me. I just wanted it all to be done.

I want to go back in time. I should have listened to Fang. We should have left when he said. He knew this would happen. He was trying to warn me. He was trying to _protect _me. My heart broke all over again. He tried. He didn't want this to happen. I could be imagining this. But I hoped I wasn't. I wanted him to care. I wanted him to hope I was fine. I never wanted to see that glare again.

Fang looked victorious. Then guilty. He walked over to me. He stood next to where I sat on the ground. "Max…" I jumped up immediately.

I stared him right in the eye. I tried to make my glare as fierce and as vicious as his.

He laughed. "I can't believe your so mad about this."

His laugh was like a slap in the face. He didn't take me seriously. "Well I am!"

"Its nothing to get so worked up about." He gave me a skeptical look.

"Oh really? At least I don't handle it like you do!"

He looked confused. "How _I _handle it?" He raised an eyebrow at me like he expected a stupid answer.

"Yes. Like you. When I chose someone that you didn't like, what did you do? Oh yeah, you ran. You split up the Flock just because it wasn't all about you anymore. Because you were second best." My voice had ice in it. I was all fired up.

I could see in his eyes that I struck a nerve. "That is completely different!"

"Is it? I wanted to be with Ari. My _brother_. And you couldn't handle the fact that there was someone here to threaten your 'superiority'." The second I said Ari's name, the image of his funeral came into my head. It just fuels the fire.

He stuttered a bit to try and find the right words to come back with. I crossed my arms across my chest and looked at him with an eyebrow raised. The same look he had given me minutes before. I was winning.

"I-- You-- it's not the same! At least I didn't have a complete mental breakdown like you did! All I did was go on a date with Lissa! Its not like I chose an_ Eraser and KILLER _over my flock!" His words stung.

"YOU WILL NOT TALK ABOUT MY BROTHER LIKE THAT!!" I was furious now. Ari died defending me. I was going to defend him.

Fang's face looked slightly guilty. "Max… I didn't mean… AGH! Why do you always do this!" he went from sorry to angry in one swift movement.

"Do what? Have _feelings?_ You wouldn't know. It wouldn't kill you to show some emotion once in a while! You don't even seem like you care!" I knew that would hurt.

"I don't care?! Do you think that if I didn't care, that I would be here arguing with you?! No, I wouldn't be!" He was yelling right in my face now. His eyes were full of hate. I was almost afraid of him. But now, I had to be stronger than him.

"If you _cared _do you think we would even be having this argument?! If you cared we wouldn't be even having this problem! You did this even though you _knew _it would hurt me!" My voice cracked on the word 'hurt' adding a nice effect. "You hurt me… and you didn't even care. It's like you tried to…" My voice wasn't angry now, it was sad. He did try and protect me. But he still went. And he _knew_ that it would hurt me. He didn't care. I'm so stupid.

His face looked so sorry. I wondered if he was faking it. It wouldn't surprise me. He was already angry as heck. "Max… do you honestly think I… that I did it on purpose? You think I _wanted_ to hurt you?" he looked as if I had just stabbed him. Like I had been the one doing this to him, instead of the other way around. I had never seen Fang look like this.

"It sure seemed like it…" My voice was cut off by my sudden tears. "You knew this would happen…" I couldn't stop the tears. They fell fasted and faster. And soon I was bawling in my hands. I was looking down, the ground blurred by the water in my eyes. I shut my eyes. Darkness was better.

I felt Fang's strong but gentle arm snake around me. He held me tight to his chest. I cried into his hoodie. I didn't care that he was the one making me cry. I just wanted him to hold me. I wanted him to make this all go away.

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	4. Chapter 4

**AN: well, this is the last chappie. It ended alot faster than i thought it would. Lol. I wrote this chapter listening to love songs so blame music if it's too sappy. lol. R&R!!**

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Fang's arms were around me. "Max… I'm so sorry…" he whispered into my hair. He held me tighter. I was soaking his sweatshirt with my tears but I didn't care. I needed him. I was in his arms. Everything was going to be fine. It will all be fine as long as he's here.

I could feel the Flock's eyes on us. They had been watching the whole thing. They saw me break. They saw me yell. They saw it all. I never wanted them to see me like that.

Seeing Fang with _her_ just hurt. I couldn't believe I was so mad about this. Fang was always right. He knew all of this would happen. He tried to warn me, and when I didn't listen, he did what he wanted. He _wanted_ to be with her. I'm so selfish. All I could think about was myself. If Fang wanted to be with her, I should let him. Its not like I own him. He isn't _mine. No matter how badly I want him to be…_

"Max?" Fang gently pulled away from me. I could feel all the sadness coming back as soon as his arms fell from around me.

I looked up to see him staring into my eyes. He was so close. "I'm sorry I did this," he began, "but like I said before, you cant have it both ways." Not this again. As if I don't feel awful enough. Let's bring THAT up.

"I know… and neither can you." I said. I finally knew what I needed to say. I knew all the reasons why this bothered me. Why I thought it made no sense.

He looked at me confused. He didn't get what I meant. "I mean," I said quietly, "You cant keep… kissing me…" he looked sort of taken aback by this point, "You cant keep doing that… and still run off with other people…" He was starting to grasp what I was getting at. I cant believe I'm doing this.

"So basically," he said with a slight smile, "it's all or nothing with you?" he was almost grinning now.

I looked him into his eyes and smiled back. I took a step closer. Our faces were an inch away from each other. "That's exactly what I'm saying." I said quietly. He smiled crookedly at me again.

"Then I'll take it all." He whispered. He leaned in and closed the space between our lips. He kissed me slowly and gently. The kiss was full of love. I was enjoying every second of it.

I could hear Angel and Nudge going 'Awwwww' and Iggy and Gazzy making gagging noises behind us. But nothing could ruin this moment.

He slowly pulled away from me. I was reluctant to have the kiss end. I stared into his eyes. We were still very close together. I could feel his warmth radiating onto my skin.

"Max?" he asked quietly, his arms still around me.

"Mmm Hmm." I mumbled, still staring into his dark eyes.

"I.. I think I…" He stammered.

"Just say it!!" Angel yelled excitedly from behind us.

He chuckled. "I love you." He said slowly and I could hear the girls squealing with excitement.

I leaned in and kissed him again. This time, the kiss was short but meaningful.

"I love you too." I whispered just centimeters away from his lips.

"Good." He said simply and kissed me again. This kiss was different. It was deep and passionate. It felt like I was flying. (no pun intended) The world could have ended right then and I wouldn't have minded. All that mattered in that moment was Fang. He loved me. And I loved him.

Everything was alright.

**THE END!! It's over. :'( lol. Please Review!!**


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